Before You Sell on a U.S. Marketplace: A 10-Step Company and Tax Setup Checklist (Overstock, Walmart, Amazon and More)

Whether you're joining Overstock, Walmart, Wayfair or Amazon, the company and tax steps come in the same order: decide who is selling and which entity to use, then form the company, get the EIN and open the bank account, and only then give the platform a W-9 or W-8 and pick a business type. Do it out of order and the names, tax IDs and tax status won't match across the platform, the bank and the IRS. Fixing records and filing late Forms 5472 afterward costs far more than an hour of planning up front. Here's the 10-step checklist.

Step 1: Who opens the store and signs the contract?

Answer two questions first: is the seller an individual or a company, and is the owner a U.S. tax resident (citizen, green card holder or someone who meets the residency test) or a foreign person?

Many platforms accept only businesses, and payments, tax forms, insurance and warehousing all happen in the U.S., so most sellers use a U.S. company. Overstock's partner program doesn't say only U.S. companies can apply, but a U.S. company is usually the smoothest route.

Step 2: Choose the entity and its tax classification together

An LLC is a state-law form; its tax classification is a separate choice. A single-member LLC is disregarded by default: a U.S. owner reports it on Schedule C, and a foreign owner files a pro forma 1120 with Form 5472. A multi-member LLC is a partnership by default and files Form 1065.

S corporation: only for U.S. resident shareholders. A new company files Form 2553 within 2 months and 15 days after the start of the tax year.

C corporation: a corporation (Inc.) is a C corporation by default. An LLC can file Form 8832 to be taxed as a corporation, effective up to 75 days before filing or up to 12 months after. After a change in classification, you generally can't change again for 60 months; an initial election effective on formation doesn't count. A C corporation pays 21% federal tax, and dividends to Chinese resident shareholders are generally withheld at 10% under the treaty.

For foreign owners, the default LLC versus a C corporation turns on whether U.S. warehouses and U.S. staff create effectively connected income, where profit will stay and how you'll pay dividends. For Walmart's business-type dropdown, see our Walmart guide.

Step 3: State of formation, registered agent and EIN

State: Wyoming and Delaware are common, or the state where you actually operate. A warehouse or employees in another state may require registering there as a foreign entity. State comparisons are in our company formation guide.

EIN: apply after formation. A responsible party with an SSN or ITIN can apply online; otherwise use Form SS-4 by fax or phone. Platforms often ask for the IRS EIN confirmation letter (CP 575 or 147C), so keep it.

ITIN: a foreign owner who will file a U.S. return, or whose platform or bank wants a personal tax ID, can apply through a CAA who verifies the passport, so the original never goes to the IRS. See our ITIN guide.

BE-13: a foreign person who sets up a U.S. company and holds 10% or more of the voting interest generally reports on Form BE-13 to the Bureau of Economic Analysis within 45 days. See our BE-13 guide.

Step 4: Bank and payout accounts

Open the U.S. bank or payout account in the company's name with its EIN. The account name should match the registered name and the EIN letter, or platform payouts can bounce.

Step 5: Give the platform a W-9 or a W-8

U.S. individuals, U.S. companies, LLCs that elected C status and multi-member LLCs: W-9.

A single-member LLC owned by a foreign person that hasn't elected corporate status: it's disregarded, so give the owner's W-8BEN (individual) or W-8BEN-E (company), not a W-9, even if the LLC has its own EIN.

Match the IRS records. If a W-9 has a missing or wrong TIN, the platform must apply 24% backup withholding to reportable payments after an IRS notice. Marketplaces generally issue Form 1099-K only to W-9 sellers above the federal threshold of more than $20,000 and more than 200 transactions.

Step 6: Sales tax

Marketplaces (Amazon, Walmart, Etsy, TikTok Shop): the platform collects sales tax on marketplace orders.

Supplier channels (Overstock, Wayfair): the platform is the retailer and you're the wholesaler, so collect its resale certificate (see drop-shipping for retailers: sales tax and resale certificates).

Either way: wherever your goods sit (your warehouse, a 3PL or a platform warehouse), you generally have physical presence and may need to register. North Carolina requires both retailers and wholesale merchants to register before doing business.

Step 7: Who is the importer?

If your U.S. company is the importer of record, duties are in its name and go into inventory cost, and commercial imports generally need a customs bond. Under DDP terms the Chinese factory or forwarder is the importer, and duties and any refunds are theirs. The $800 de minimis exemption is suspended; how duties go into inventory cost is in our Amazon FBA guide.

When a Chinese factory sells to its own U.S. company, the price must be arm's length, and the tax cost of imported inventory generally can't exceed customs value.

Step 8: State registrations and annual reports

Your formation state's annual report and franchise tax come every year. States where you have a warehouse or staff may require foreign registration and charge franchise or minimum taxes, such as California's $800. Deadlines are in our state annual report guide. Since March 2025, companies formed in the U.S. no longer file BOI reports with FinCEN.

Step 9: Keep books from day one

Download settlement reports, remittance details and ad invoices from each platform and book by channel: marketplace retail sales, supplier-channel wholesale sales and your own website. Track inventory cost by unit, with duties and inbound freight capitalized. When a retailer nets fines, returns or ad fees out of a payment, gross them back up and book them separately.

Step 10: The annual filing calendar (calendar-year filers)

March 15: Form 1065 for multi-member LLCs and Form 1120-S for S corporations.

April 15: Form 1120 for C corporations and the pro forma 1120 for foreign-owned single-member LLCs, each with Form 5472; U.S. individual returns. Form 7004 extends the filing deadline by 6 months, not the time to pay.

June 15: Form 1040-NR for foreign individuals without U.S. wages.

Each missed Form 5472 carries a $25,000 penalty, every year. A new company with no revenue generally still files if the owner contributed capital or paid formation fees for it.

The most common sequencing mistakes

Opening the store in your own name, then forming a company: the store owner may not be changeable or may need a new review, and the income ends up split across two taxpayers.

A foreign-owned LLC giving a W-9: the platform treats it as a U.S. person and issues a 1099-K that won't match your filings.

Remembering Form 8832 a year later: the effective date can reach back only 75 days; past that, you're relying on late-election relief.

Never registering in the warehouse state: the audit brings back tax plus penalties.

For Overstock's business model, a six-platform comparison and an entity table, see our Overstock guide. Start with a free 15-minute consultation or reach us on WeChat at YCLUSA.

Sources

IRS: Instructions for Form 8832

IRS: Instructions for Form 2553

IRS: Instructions for Form W-9

IRS: Instructions for Form 5472

IRS: Backup withholding

IRS: Understanding your Form 1099-K

North Carolina G.S. 105-164.29

Last checked: November 9, 2026

This article is general tax information, not tax, legal or investment advice for any individual situation. Platform onboarding requirements are set by each platform.